Directors Report of Ruparel Food Products Ltd.

Mar 31, 2025

The Board of Directors of your Company take pleasure in presenting the 31^st Directors Report on the Business and Operations of the Company, Ruparel Food Products Limited (Formerly known as Mehta Housing Finance Limited) ("the Company" or "RFPL") together with the Audited Financial Statements for the year ended March 31, 2025.

STATE OF COMPANY''S AFFAIRS:

During the year under review, the Company has generated revenues of Rs. 498.50 lacs by carrying out trading activities of raw peanuts as compared to no revenues last year. The Management had evaluated the possibility that there was reservation of vendors in extending trading activities with the Company having "Housing Finance" word in its name. Accordingly, the name of the Company has now been changed from Mehta Housing Finance Limited to Ruparel Food Products Limited w.e.f. January 29, 2025. The Management of the Company has now started intimating the prospective vendors/ customers of its new name and is now exploring business opportunities for expansion in terms of Pan India delivery, launching product in B to C segment etc.

FINANCIAL RESULTS:

The Company''s financial performance for the year ended March 31, 2025, is summarized below:

Particulars	Standalone (Amount in lacs (f))		Consolidated (Amount in lacs (Rs.))
Particulars	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024
Revenue from operations	498.50	0.00	498.50	0.00
Other Income	0.00	0.00	0.00	0.00
Total Revenue	498.50	0.00	498.50	0.00
Total Expenses	512.16	20.30	512.16	20.30
Profit/ (Loss) before tax and Exceptional Items	(13.66)	(20.30)	(13.66)	(20.30)
Less: Provision for Tax	0.00	0.00	0.00	0.00
-Current Tax	0.00	0.00	0.00	0.00
- Deferred Tax	0.00	0.00	0.00	0.00
Profit/(Loss) after tax and before Exceptional Items	(13.66)	(20.30)	(13.66)	(20.30)
Exceptional items	0.00	0.00	0.00	0.00
Share of Profit / (Loss) of Investment in an associate accounted for using equity method			(8.36)	(7.05)
Profit/(Loss) for the year	(13.66)	(20.30)	(22.02)	(27.35)

PERFORMANCE HIGHLIGHTS:

During the year under review, the Company has incurred a total expenditure of Rs. 512.16 lacs in comparison to expenditure of Rs.20.30 lacs in the previous year with Rs. 498.50 lacs revenues in the current as compared to no revenue in previous year on standalone and consolidation basis.

Hence, the Company has incurred a total loss of Rs. 13.66 lacs in comparison to loss of Rs. 20.30 lacs in the previous year on standalone basis, whereas Rs. 22.02 lacs in current year in comparison to loss of Rs.27.35 lacs in the previous year on consolidated basis.

DIVIDEND:

Your directors do not recommend any dividend for the year under review.

TRANSFER TO RESERVES:

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

CHANGE IN NAME:

During the year under review, the members of the Company changed its name from Mehta Housing Finance Limited to Ruparel Food Products Limited by passing a special resolution vide Postal ballot deemed to be approved on January 4, 2025 and the same was approved by the Registrar of Companies vide its certificate dated January 29, 2025.

CHANGE IN NATURE OF BUSINESS. IF ANY:

There has been no change in the nature of business of the Company during the year under review. INDIAN ACCOUNTING STANDARD (IND AS):

The financial statements for the year under review have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (''Act'') read with Companies (Accounts) Rules, 2014, to the extent applicable to the Company.

SHARE CAPITAL:

During the year under review, there was no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company and accordingly, as on March 31, 2025, the Authorized Share capital of the Company was Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lacs Only) divided into 35,00,000 (Thirty-Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each and issued, subscribed and paid-up Share Capital of the Company was Rs. 3,08,20,000/- (Rupees Three Crore Eight Lacs Twenty Thousand Only) divided into 30,82,000 (Thirty Lacs Eighty-Two Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each fully paid up.

DIRECTORS'' & KEY MANAGERIAL PERSONNEL (KMP):

During the year, following were the Directors and KMP associated with the Company:

Sr. No	DIN	Name of Director/ Key Managerial Personnel	Appointment/ Resignation	Designation	Date of Appointment /Resignation
1	00077767	Mr. Vishal Ruparel	Re-appointed as Managing Director w.e.f. April 1, 2024	Managing Director	01.04.2021 -Original date of appointment
2	08702317	Mr. Anand Thakkar	-	Independent Director	01.04.2021
3	01369316	Mr. Anand Ruparel	-	Independent Director	01.04.2021
4	09121956	Mrs. Trupti Ruparel	-	Non- Executive Woman Director	01.04.2021
5	09700836	Mr. Sanjay Shah	-	Independent Director	13.08.2022
6	09701166	Mrs. Jinal Shah	-	Independent Director	13.08.2022
7	00077676	Mr. Pankaj Ruparel	-	Non- Executive Director	13.08.2022
8	01558313	Mr. Shyam Ruparel	-	Non- Executive Director	13.08.2022
9	-	Mr. Ramjibhai Kanjariya	-	Chief Financial Officer (CFO)	01.04.2021
10		Ms. Khyati Gandhi		Company Secretary (CS) and Compliance Officer (CO)	16.10.2023 (CO) 11.11.2023 (CS)

During the year under review, Mr. Vishal Ruparel stepped down from the post of Chairman and thereafter, the Board of Directors at its meeting held on August 12, 2024, appointed Mr. Pankaj Ruparel as the Chairman of the Company.

In accordance with the provisions of Section 152 of the Act, Mrs. Trupti Vishal Ruparel, NonExecutive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered herself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") and based on report of performance evaluation, has recommended the re-appointment of Mrs. Trupti Vishal Ruparel, Non-Executive Director of the Company, liable to retire by rotation.

COMMITTEES OF THE BOARD:

The Company has constituted various committees in accordance with the requirements of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''). The Board has the following committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

Audit Committee:

In compliance with the provisions of the Act and SEBI Listing Regulations, Audit Committee ("AC") comprises of Mr. Sanjay Shah, Chairman (Non-Executive Independent Director), Mr. Anand Thakkar, Member (Non-Executive Independent Director) and Mr. Pankaj Ruparel (Non-Executive Director). Ms. Khyati Gandhi acts as Secretary to the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee:

In compliance with the provisions of the Act and SEBI Listing Regulations, Nomination and Remuneration Committee ("NRC") comprises of Mr. Anand Ruparel, Chairman (Non-Executive

Independent Director), Mrs. Jinal Shah, Member (Non-Executive Independent Director) and Mr. Pankaj Ruparel (Non-Executive Director). Ms. Khyati Gandhi acts as Secretary to the Committee. All the recommendations made by the NRC were accepted by the Board.

Stakeholders Relationship Committee:

In compliance with the provisions of the Act and SEBI Listing Regulations, Stakeholders Relationship Committee ("SRC") comprises of Mr. Anand Thakkar, Chairman (Non-Executive Independent Director), Mr. Anand Ruparel, Member (Non-Executive Independent Director) and Mr. Shyam Ruparel, Member (Non-Executive Director). Ms. Khyati Gandhi acts as Secretary to the Committee.

Independent Director''s Meeting:

The Meeting of the Independent Directors was held on March 24, 2025, for evaluating the performance of the Non-Independent Directors and Board of Directors as a whole, Chairperson during the year under review and to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations and the Board is satisfied with the integrity, expertise and experience of the Independent Directors appointed during the year.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, the Annual Return in Form MGT-7 as on March 31, 2025, will be made available on Company''s website at www.ruparelfoods.com.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. the Directors'' have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of the loss of the Company for the financial year 2024-25;

c. the Directors'' have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors'' have prepared the annual accounts for the financial year ended March 31, 2025 on a going concern basis;

e. the Directors'' have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f. the Directors'' have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at www.ruparelfoods.com.

CODE OF CONDUCT:

The Company has adopted a Code of Conduct for all employees including the members of the Board and Senior Management Personnel. All members of the Board and Senior Management Personnel have affirmed compliance with the said Code of Conduct for the financial year 2024-25.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, is given in the notes forming part of Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, there were no Related Party Transaction entered by the Company in terms of Section 188 of the Act.

Hence, the disclosure of related party transactions as required to be made under Section 134(3) (h) of the Act in Form AOC -2, is not applicable.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE YOUR COMPANY''S SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year, there was no company which became or ceased to be Company''s subsidiaries, joint ventures or associate companies.

SAMT Foods Private Limited (Formerly Ruparel Food Specialities Private Limited) continues to be categorised as an Associate of the Company.

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

The salient features of the financial statements of Associate are set out in the prescribed form AOC-1 which is attached to the financial statements. The statement also provides the details of performance and financial position of the Company''s Associate.

Further, the Consolidated Accounts of the Company are prepared in compliance with Regulation 34(2) of the Listing Regulations and in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (IND AS) as prescribed under Section 133 of the Companies Act, 2013. The same are annexed to this Report.

DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM THE HOLDING OR SUBSIDIARY OF A COMPANY, IN WHICH SUCH PERSON IS A MANAGING OR WHOLE TIME DIRECTOR:

This clause is not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No material orders impacting the ''going concern'' status of the Company or its operations in future were passed by the Regulators or Courts or Tribunals during the year under review.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under sections 134(3) (m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year ended on March 31, 2025, is furnished herein below:

Conservation of Energy. The Company is yet to initiate production activities, it ensures to take intensive efforts once the production activities are initiated.

As of now, the Company uses low consumption energy equipment as and when required.

Technology Absorption: The Company has no disclosures to be made in connection with technology absorption.

Foreign Exchange Earning and Outgo: There were no foreign exchange earnings and outgo.

RISK MANAGEMENT:

The details in respect of risks and concerns are included in the Management Discussion & Analysis, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

During the year under review, the provisions of Section 135 of the Act are not applicable to the Company. Hence, it was neither liable to spend any amount towards CSR nor required to form any Committee in this regard.

ANNUAL EVALUATION:

The Board of Directors has carried out the annual evaluation of its own performance, Chairperson and Individual Directors pursuant to the provisions of the Act, and Listing Regulations. The performances were evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the degree of fulfilment of key responsibilities, Board composition and structure, effectiveness of Board processes, information and functioning etc.

In a separate meeting of Independent Directors, performance of Non- Independent Directors, Board as a whole, the Chairperson were evaluated, taking into account the views of executive directors and non-executive directors. The Directors expressed satisfaction with the evaluation process.

REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

Information as required under the provisions of Section 197(12) of the Act, read together with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as an Annexure I to this report.

The information required pursuant to Section 197(12) of the Act read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is appended herewith and forms part of this Report. Any member interested in obtaining a copy thereof, may write to [email protected].

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted/ renewed any public deposits within the meaning of Sections 73 to 76A of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

ADEQUACY OF INTERNAL CONTROLS:

The Company has its basic internal financial limit commitments with its current activities and with gradually establishing future systems of internal control to commensurate with business activities and size of the Company to ensure that the financial and other records are reliable, the assets and properties are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly in the financial statements.

SECRETARIAL STANDARDS:

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

AUDITORS:

a) Statutory Auditor:

M/s. VCA & Associates, Chartered Accountants (FRN:114414W), were appointed as a Statutory Auditors of the Company for a term of 5 years till the conclusion of 34^th Annual General Meeting to be held in year 2028, pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Company has received the requisite consent and eligibility letter from M/s. VCA & Associates, Chartered Accountants (FRN: 114414W) confirming their willingness to continue being Statutory Auditor of the Company for F.Y. 2025-26.

The Independent Auditors'' Report for the financial year ended March 31, 2025, on the financial statements of the Company forms part of the Annual Report.

The Auditors'' Report for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remark.

Comments of the Auditors in their Reports on Financial Statements and the notes forming part of the said Financial Statements are self-explanatory and need no explanation or comments of the Directors.

b) Internal Auditor:

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Company had appointed M/s. Y T & Associates, Chartered Accountants, as an Internal Auditor of the Company for Financial Year 2024-25.

M/s. Y T & Associates, Chartered Accountants were re-appointed as the Internal Auditor of the Company for the Financial Year 2025-26 in the Board of Directors Meeting held on August 14, 2025, as per the provisions of Section 138 of the Act read with Companies Rules, 2014.

c) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Pinky Shethia & Associates, a firm of Practicing Company Secretary to conduct the Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit report for Financial Year 2024-25 forms part of this Board Report and annexed as an Annexure- II in Form MR 3.

With reference to the observation raised by the Secretarial Auditor for delay in submission of intimation under Regulation 29 wherein the Company had received notice from SEBI/ BSE. The said delay was caused inadvertently and requisite fine was paid by the Company post same being noted by the Board in subsequent meeting. In subsequent Board Meeting, the Directors had resolved that that the necessary care would be taken to avoid such errors.

M/s. Pinky Shethia & Associates, a firm of Practicing Company Secretary, were re-appointed as the Secretarial Auditor of the Company for the Financial Year 2025-26 in the Board of Directors Meeting held on August 14, 2025, as per the provisions of Section 204 of the Act read with Companies Rules, 2014.

DETAILS WITH RESPECT TO FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

No matters of actual or alleged fraud have been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

COST RECORDS & COST AUDITORS:

The provisions of Section 148 of the Act are not applicable to the Company and hence, the maintenance of Cost Records and appointment of Cost Auditors are not applicable to the Company.

WHISTLE BLOWER/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees of the Company to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

During the year under review, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries/associate. The Whistle Blower Policy has been posted on the website of the Company at www.ruparelfoods.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on the Management Discussion and Analysis for the financial year under review is annexed herewith as an Annexure -III part of this report.

LISTING OF SHARES:

30,82,000 Equity Shares of the Company are listed on BSE Limited. The annual listing fee for the financial year 2024-25 and 2025-26 has been paid to BSE Limited ("BSE").

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013 ("POSH Act"):

The provisions of the POSH Act are not applicable to the Company during the year under review and accordingly, it was not required to constitute Internal Complaints Committee under the said Act.

DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The said point is not applicable to the Company.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

The said point is not applicable to the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation for their sincere support from its members, banks and other Statutory and Regulatory Authorities. The Board of Directors also appreciates with gratitude for the continuous contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.

Mar 31, 2024

The Board of Directors of the Company takes pleasure in presenting the 30^th Directors Report on the business and operations of the Mehta Housing Finance Limited ("the Company" or "MHFL")

together with the Audited Financial Statements for the year ended March 31, 2024.

STATE OF AFFAIRS:

During the year under review, the Company has initiated discussions with various vendors to commence its trading activities and has procured some sample products for distribution. The Company has also identified the reservation of vendors in extending trading activities in the current structure of the Company and thus, the management is discussing and exploring the usage of brand name ''Ruparel'' which belongs to the Promoters so as to cater easily with the vendors and customers in Indian as well as foreign markets.

FINANCIAL RESULTS:

The Company''s financial performance for the year ended March 31, 2024, is summarized below:

Particulars	Standalone (Amount in lacs (Â¥))		Consolidated (Amount in lacs (Â¥))
Particulars	Financial Year ended March 31, 2024	Financial Year ended March 31, 2023	Financial Year ended March 31, 2024	Financial Year ended March 31, 2023
Revenue from operations	0.00	0.00	0.00	0.00
Other Income	0.00	0.00	0.00	0.00
Total Revenue	0.00	0.00	0.00	0.00
Total Expenses	20.30	19.43	20.30	19.43
Profit/ (Loss) before tax and Exceptional Items	(20.30)	(19.43)	(20.30)	(19.43)
Less: Provision for Tax	0.00	0.00	0.00	0.00
-Current Tax	0.00	0.00	0.00	0.00
- Deferred Tax	0.00	0.00	0.00	0.00
Profit/(loss) after tax and before Exceptional Items	(20.30)	(19.43)	(20.30)	(19.43)
Exceptional items	0.00	0.00	0.00	0.00
Profit/for the year	(20.30)	(19.43)	(20.30)	(19.43)

PERFORMANCE HIGHLIGHTS:

During the year under review, the Company has incurred a total expenditure of Rs.20.30 lacs in comparison to expenditure of Rs. 19.43 lacs in the previous year with no revenues in the current as well as previous year on standalone and consolidated basis.

Hence, the Company has incurred a total loss of Rs. 20.30 lacs in comparison to loss of Rs. 19.43 lacs in the previous year on standalone and consolidated basis.

DIVIDEND:

Your Directors do not recommend any dividend for the year under review.

TRANSFER TO RESERVES:

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

CHANGE IN NATURE OF BUSINESS. IF ANY:

There has been no change in the nature of business of the Company during the year under review. INDIAN ACCOUNTING STANDARD (IND AS):

SHARE CAPITAL:

During the year under review, there were no changes in the Authorized, Issued, Subscribed and Paid-up Capital of the Company and accordingly, as on March 31, 2024, the Authorized Share capital of the Company was Rs. 3,50,00,000/- (Three Crore Fifty Lacs Only) divided into 35,00,000 (Thirty-Five Lacs) Equity Shares of Rs. 10/- (Ten Only) each and issued, subscribed and paid-up Share Capital of the Company was Rs. 3,08,20,000/- (Three Crore Eight Lacs Twenty Thousand Only) divided into 30,82,000 (Thirty Lacs Eighty-Two Thousand) Equity Shares of Rs. 10/- (Ten Only) each fully paid up.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, the Board of Directors met 5 (Five) times, details of attendance of the Directors [Yes(Y)/No(N)] at the Board meetings are as given below:

Sr	Date of the	Name of the Directors
No.	Board	Mr.	Mr.	Mr.	Mrs.	Mr.	Ms.	Mr.	Mr.
	Meetings	Vishal	Anand	Anand	Trupti	Sanjay	Jinal	Pankaj	Shyam
		Ruparel	Thakkar	Ruparel	Ruparel	Shah	Shah	Ruparel	Ruparel
1.	29.05.2023	Y	Y	Y	N	Y	Y	Y	N
2.	14.08.2023	Y	Y	Y	Y	Y	Y	N	Y
3.	29.08.2023	Y	Y	Y	Y	Y	Y	Y	Y
4.	11.11.2023	Y	Y	Y	N	Y	Y	Y	Y
5.	10.02.2024	Y	Y	Y	Y	Y	Y	Y	Y

COMMITTEES OF THE BOARD:

The Company has reconstituted various committees in accordance with the requirements of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''). The Board has the following committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

Audit Committee:

In compliance with the provisions of the Act and SEBI Listing Regulations, Audit Committee comprises of Mr. Sanjay Shah, Chairman (Non-Executive Independent Director), Mr. Anand Thakkar, Member (NonExecutive Independent Director) and Mr. Pankaj Ruparel (Non-Executive Director). Ms. Khyati Gandhi acts as Secretary to the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

During the year under review, Audit committee met 5 (Five) times, details of attendance of members [Yes(Y)/No(N)] at the meetings are given below:

Sr No.	Date of meeting	Name of Members
Sr No.	Date of meeting	Mr. Anand Thakkar	Mr. Sanjay Shah	Mr. Pankaj Ruparel
1.	29.05.2023	Y	Y	Y
2.	14.08.2023	Y	Y	N
3.	29.08.2023	Y	Y	Y
4.	11.11.2023	Y	Y	Y
5.	10.02.2024	Y	Y	Y

Nomination and Remuneration Committee:

In compliance with the provisions of the Act and SEBI Listing Regulations, Nomination and Remuneration Committee (NRC) comprises of Mr. Anand Ruparel, Chairman (Non-Executive Independent Director), Mrs. Jinal Shah, Member (Non-Executive Independent Director) and Mr. Pankaj Ruparel (Non-Executive Director). Ms. Khyati Gandhi acts as Secretary to the Committee. All the recommendations made by the NRC were accepted by the Board.

During the year under review, Nomination and Remuneration Committee met 3(three) time, details of attendance of members [Yes(Y)/No(N)] at the meetings are as given below:

Sr No.	Date of meeting	Name of Members
Sr No.	Date of meeting	Mr. Pankaj Ruparel	Mrs. Jinal Shah	Mr. Anand Ruparel
1.	29.08.2023	Y	Y	Y
2.	11.11.2023	Y	Y	Y
3.	10.02.2024	Y	Y	Y

Stakeholders Relationship Committee:

In compliance with the provisions of the Act and SEBI Listing Regulations, Stakeholders Relationship Committee (SRC) comprises of Mr. Anand Thakkar, Chairman (Non-Executive Independent Director), Mr. Anand Ruparel, Member (Non-Executive Independent Director) and Mr. Shyam Ruparel, Member (NonExecutive Director). Ms. Khyati Gandhi acts as Secretary to the Committee.

During the year under review, SRC met 4 (Four) times, details of attendance of members [Yes(Y)/No(N)] at the meetings are given below:

Sr No.	Date of meeting	Name of Members
Sr No.	Date of meeting	Mr. Anand Thakkar	Mr. Anand Ruparel	Mr. Shyam Ruparel
1.	29.05.2023	Y	Y	N
2.	29.08.2023	Y	Y	Y
3.	11.11.2023	Y	Y	Y
4.	10.02.2024	Y	Y	Y

INDEPENDENT DIRECTOR''S MEETING:

The Meeting of the Independent Directors was held on March 30, 2024 for evaluating the performance of the Non-Independent Directors and Board of Directors as a whole, Chairperson during the year under review and to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director who are part of the Board confirming that they meet the criteria of independence as laid out in Section 149(6) of the Act read with the schedules, rules made thereunder and SEBI Listing Regulations.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, the Annual Return in Form MGT-7 as on March 31, 2024, is available on Company''s website at www.mehtahousing.com.

DIRECTORS'' & KEY MANAGERIAL PERSONNEL (KMP):

During the year, following were the Directors and KMP associated with the Company:

Sr. No	DIN / PAN	Name of Director/ Key Managerial Personnel	Appointment / Resignation	Designation	Date of Appointment/ Resignation
1	00077767	Mr. Vishal Ruparel	-	Managing Director	01.04.2021
2	08702317	Mr. Anand Thakkar	-	Independent Director	01.04.2021
3	01369316	Mr. Anand Ruparel	-	Independent Director	01.04.2021


4	09121956	Mrs. Trupti Ruparel	-	Non- Executive Woman Director	01.04.2021
5	09700836	Mr. Sanjay Shah	-	Independent Director	13.08.2022
6	09701166	Mrs. Jinal Shah	-	Independent Director	13.08.2022
7	00077676	Mr. Pankaj Ruparel	-	Non- Executive Director	13.08.2022
8	01558313	Mr. Shyam Ruparel	-	Non- Executive Director	13.08.2022
9	ACYPK3950D	Mr. Ramjibhai Kanjariya	-	Chief Financial Officer (CFO)	01.04.2021
10	EDGPK7150C	Ms. Kinjal Kothari	Resignation	Company Secretary (CS) and Compliance Officer (CO)	15.10.2023
11	AMDPG9397H	Ms. Khyati Gandhi	Appointment	Company Secretary (CS) and Compliance Officer (CO)	16.10.2023 (CO) 11.11.2023 (CS)

In accordance with the provisions of Section 152 of the Act, Mr. Shyam Ruparel, Non-Executive Director of the Company will retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (NRC) and based on report of performance evaluation, has recommended the reappointment of Mr. Shyam Ruparel as Director of the Company liable to retire by rotation.

The Company has received declarations from Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations and the Board is satisfied with the integrity, expertise and experience of the Independent Directors appointed during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. the Directors'' have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2023-24 and of the loss of the Company for the financial year 2023-24;

d. the Directors'' have prepared the annual accounts for the financial year ended March 31, 2024 on a going concern basis;

e. the Directors'' have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f. the Directors'' have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at www.mehtahousing.com.

CODE OF CONDUCT:

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, is given in the notes forming part of Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, there was no Related Party Transaction entered by the Company in terms of Section 188 of the Act.

Hence, the disclosure of related party transactions as required to be made under Section 134(3) (h) of the Act in Form AOC -2 is not applicable.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE YOUR COMPANY''S SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year, SAMT Foods Private Limited (Formerly Ruparel Food Specialities Private Limited) have been categorised as an Associate of the Company.

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM THE HOLDING OR SUBSIDIARY OF A COMPANY. IN WHICH SUCH PERSON IS A MANAGING OR WHOLE TIME DIRECTOR:

This clause is not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No material orders impacting the ''going concern'' status of the Company or its operations in future were passed by the Regulators or Courts or Tribunals during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under sections 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year ended on March 31, 2024 is furnished herein below:

Conservation ofEnergy. The Company is yet to initiate production activities, it will take intensive efforts once the operations are initiated.

As of now, the Company uses low consumption energy equipment as and when required.

Technology Absorption: The Company has no disclosures to be made in connection with technology absorption.

Foreign Exchange Earning and Outgo: There were no foreign exchange earnings and outgo.

RISK MANAGEMENT:

The details in respect of risks and concerns are included in the Management Discussion & Analysis, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

ANNUAL EVALUATION:

The Board of Directors has carried out the annual evaluation of its own performance, Board Committees i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Chairperson and Individual Directors pursuant to the provisions of the Act, and Listing Regulations. The performances were evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the degree of fulfilment of key responsibilities, Board composition and structure, effectiveness of Board processes, information and functioning etc.

In a separate meeting of Independent Directors, performance of Non- Independent Directors, Board as a whole, the Chairperson along with all the Board Committees were evaluated, taking into account the views of executive directors and non-executive directors. The Directors expressed satisfaction with the evaluation process.

REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Act read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is appended herewith and forms part of this Report. Any member interested in obtaining a copy thereof, may write to [email protected].

PUBLIC DEPOSITS:

ADEQUACY OF INTERNAL CONTROL:

The Company has its basic internal financial limit commitments with its current activities and with gradually establishing future systems of internal control commensurate with business activities and size of the Company to ensure that the financial and other records are reliable, the assets and properties are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly in the financial statements.

SECRETARIAL STANDARDS:

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

AUDITORS:

a) Statutory Auditor

During the year under review, the Board had received a letter from M/s. Gaudani Associates, Chartered Accountants (FRN: 0117217W) stating unwillingness to continue as Statutory Auditor of the Company.

In view of the same M/s. VCA & Associates, Chartered Accountants (FRN:114414W) was appointed as a Statutory Auditor of the Company to fill the casual vacancy caused by the said resignation, for a period of 5 years till the conclusion of 34^th Annual General Meeting to be held in year 2028 pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Company has received the requisite consent and eligibility letter from M/s. VCA & Associates, Chartered Accountants (FRN:114414W) confirming their willingness to continue being Statutory Auditor of the Company.

The Independent Auditors'' Report for the financial year ended March 31, 2024, on the financial statements of the Company forms part of the Annual Report.

The Auditors'' Report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Company had appointed M/s. Dhankot & Co., Chartered Accountants, as an Internal Auditor of the Company for Financial Year 2023-24.

M/s. Dhankot & Co., Chartered Accountants were re-appointed as the Internal Auditor of the Company for the Financial Year 2024-25 in the Board of Directors Meeting held on May 24, 2024, as per the provisions of Section 138 of the Act read with Companies Rules, 2014.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has

appointed M/s. Pinky Shethia & Associates, a firm of Practicing Company Secretary to conduct the Secretarial Audit for the Financial Year 2023-24.

The Secretarial Audit report for Financial Year 2023-24 forms part of this Board Report and annexed as an Annexure- II in Form MR 3.

Further, the Secretarial Auditor have raised certain observation in her report, reply for the same is given below:

â¢ The Company could not submit Consolidated Financial Results for the Quarter ended September 30, 2023 and December 31, 2023, since the said activity was consuming time than expected which ultimately led to non-finalisation of financial results on consolidation basis and accordingly it was decided to submit the same from March 31, 2024 onwards.

â¢ M/s. Gaudani & Associates, Chartered Accountants (FRN.117217W), Statutory Auditor has tendered resignation vide their letter dated May 22, 2023, consequent to which M/s. VCA & Associates, Chartered Accountants (FRN:114414W), who is having requisite eligibility have been appointed effective from August 14, 2023 in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

â¢ Independent Directors namely Mr. Anand Ruparel and Mr. Anand Thakkar were occupied with their work due to which Online Proficiency Self-Assessment test conducted by Indian Institute of Corporate Affairs (IICA) got delayed by few months. However as on date they have cleared the said test.

DETAILS WITH RESPECT TO FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

No matters of actual or alleged fraud have been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

COST AUDITORS:

The provisions of Section 148 of the Act are not applicable to the Company and hence the appointment of Cost Auditors is not applicable to the Company.

WHISTLE BLOWER/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on the Management Discussion and Analysis for the financial year under review is annexed herewith as an Annexure -III part of this report.

LISTING OF SHARES:

30,82,000 Equity Shares of the Company are listed on BSE Limited. The annual listing fee for the financial year 2023-24 and 2024-25 has been paid to BSE Limited (BSE).

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013 ("POSH Act"):

The provisions of the POSH Act are not applicable to the Company during the year under review and accordingly, it was not required to constitute Internal Complaints Committee under the said Act.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:

The said point is not applicable to the Company.

ACKNOWLEDGMENTS:

Mar 31, 2023

The Board of Directors of the Company takes pleasure in presenting the 29^th Directors Report on the business and operations of the Mehta Housing Finance Limited ("the Company" or "MHFL")

together with the Audited Financial Statements for the year ended March 31, 2023.

STATE OF AFFAIRS:

The Company is exploring various options to undertake production and trading activities in the food industry.

Currently, the management is evaluating the possibilities of restructuring the business and corporate structure involving the Company with the Companies operating in the similar segment namely Ruparel Foods Private Limited and/or SAMT Foods Private Limited (Formerly Ruparel Food Specialties Private Limited). This exercise is being contemplated in order to enable better management focus and control of the business, reduce the number of operating companies, achieve a reduction in overheads, administrative, and other expenditures.

FINANCIAL RESULTS:

The Company''s financial performance for the year ended March 31, 2023, is summarized below:

Particulars	Standalone (Amount in lacs (Â¥))
Particulars	Financial Year ended March 31, 2023	Financial Year ended March 31, 2022
FINANCIAL RESULTS
Revenue from operations	0.00	0.00
Other Income	0.00	0.00
Total Revenue	0.00	0.00
Total Expenses	19.43	9.41
Profit/ (Loss) before tax and Exceptional Items	(19.43)	(9.41)
Less: Provision for Tax	0.00	0.00
-Current Tax	0.00	0.00
- Deferred Tax	0.00	0.00
Profit/(loss) after tax and before Exceptional Items	(19.43)	(9.41)
Exceptional items	0.00	0.00
Profit/for the year	(19.43)	(9.41)

During the year under review, the Company has incurred a total expenditure of Rs. 19.43 lacs in comparison to expenditure of Rs. 9.41 lacs in the previous year with no revenues in the current as well as previous year, as the Company is yet to commence operations.

Hence, the Company has incurred a total loss of Rs. 19.43 lacs in comparison to loss of Rs. 9.41 lacs in the previous year.

DIVIDEND:

Your Directors do not recommend any dividend for the year under review.

TRANSFER TO RESERVES:

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during the year under review. INDIAN ACCOUNTING STANDARD (IND AS):

SHARE CAPITAL:

During the year under review, there were no changes in the Authorized, Issued, Subscribed and Paid-up Capital of the Company and accordingly, as on March 31, 2023, the Authorized Share capital of the Company was Rs. 3,50,00,000/- (Three Crore Fifty Lacs Only) divided into 35,00,000 (Thirty Five Lacs) Equity Shares of Rs. 10/- (Ten Only) each and issued, subscribed and paid-up Share Capital of the Company was Rs. 3,08,20,000/- (Three Crore Eight Lacs Twenty Thousand Only) divided into 30,82,000 (Thirty Lacs Eighty Two Thousand) Equity Shares of Rs. 10/- (Ten Only) each fully paid up.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, the Board of Directors met 5 (Five) times, details of attendance of the Directors [Yes(Y)/No(N)] at the Board meetings are as given below:

Sr	Name of the	Date of the Board Meetings
No.	Directors:	30.05.2022	13.08.2022	24.08.2022	12.11.2022	11.02.2023
1.	Mr. Vishal Ruparel	Y	Y	Y	Y	Y
2.	Mr. Anand Thakkar	Y	Y	Y	Y	Y
3.	Mr. Anand Ruparel	Y	Y	Y	Y	Y
4.	Mrs. Trupti Ruparel	Y	Y	Y	Y	Y
5.	Mr. Sanjay Shah	^NA	Y	Y	Y	Y
6.	Mrs. Jinal Shah	^NA	Y	Y	Y	Y
7.	Mr. Pankaj Ruparel	^NA	Y	Y	Y	Y
8.	Mr. Shyam Ruparel	^NA	Y	Y	Y	Y

^A NotAppiicabe - Director was notassociated with the Board on thatDate.

COMMITTEES OF THE BOARD:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

Audit Committee:

Consequent to the induction of new Directors, the Audit Committee was reconstituted at the Board meeting held on August 13, 2022, in compliance with the provisions of the Act and SEBI Listing Regulations. It comprises of Mr. Sanjay Shah, Chairman (Non-Executive Independent Director), Mr. Anand Thakkar, Member (Non-Executive Independent Director) and Mr. Pankaj Ruparel (Non-Executive Director). Ms. Kinjal Kothari acts as Secretary to the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

During the year under review, Audit committee met 4 (Four) times, details of attendance of members [Yes(Y)/No(N)] at the meetings are given below:

Sr No.	Date of meeting	Name of Members
Sr No.	Date of meeting	Mr. Anand Thakkar	Mr. Anand Ruparel	Mrs. Trupti Ruparel	Mr. Sanjay Shah	Mr. Pankaj Ruparel
1.	30.05.2022	Y	Y	Y	^NA	^NA
2.	13.08.2022	Y	Y	Y	^NA	^NA
3.	12.11.2022	Y	^NA	^NA	Y	Y
4.	11.02.2023	Y	^NA	^NA	Y	Y

NotAppiicabie - Director wasnotassociatea with theAuaitLommittee on thatDate.

Nomination and Remuneration Committee:

Consequent to the induction of new Directors, the Nomination and Remuneration Committee (NRC) was reconstituted at the Board meeting held on August 13, 2022, in compliance with the provisions of the Act and SEBI Listing Regulations. It comprises of Mr. Anand Ruparel, Chairman (Non-Executive Independent Director), Mrs. Jinal Shah, Member (Non-Executive Independent Director) and Mr. Pankaj Ruparel (Non-Executive Director). Ms. Kinjal Kothari acts as Secretary to the Committee. All the recommendations made by the NRC were accepted by the Board.

During the year under review, Nomination and Remuneration Committee met once, details of attendance of members [Yes(Y)/No(N)] at the meetings are as given below:

No.

Date of meeting

Name of Members

Mr. Anand Thakkar

Mr. Anand Ruparel

Mrs. Trupti Ruparel

13.08.2022

Stakeholders Relationship Committee:

Consequent to the induction of new Directors, the Stakeholders Relationship Committee (SRC) was reconstituted at the Board meeting held on August 13, 2022, in compliance with the provisions of the Act and SEBI Listing Regulations. It comprises of Mr. Anand Thakkar, Chairman (Non-Executive Independent Director), Mr. Anand Ruparel, Member (Non-Executive Independent Director) and Mr. Shyam Ruparel, Member (Non-Executive Director). Ms. Kinjal Kothari acts as Secretary to the Committee.

During the year under review, SRC met 4 (Four) times, details of attendance of members [Yes(Y)/No(N)] at the meetings are given below:

Sr No.	Date of meeting	Name of Members
Sr No.	Date of meeting	Mr. Anand Thakkar	Mr. Anand Ruparel	Mrs. Trupti Ruparel	Mr. Shyam Ruparel
1.	30.05.2022	Y	Y	Y	^NA
2.	13.08.2022	Y	Y	Y	^NA
3.	12.11.2022	Y	Y	^NA	Y
4.	11.02.2023	Y	Y	^NA	Y

^ NotAppiicabie - Director was notassociated with the SRC Committee on thatDate.

INDEPENDENT DIRECTOR''S MEETING:

The Meeting of the Independent Directors was held on March 28, 2023 for evaluating the performance of the Board of Directors, Statutory Committees i.e. Audit Committee (AC), Nomination and Remuneration Committee (NRC) and Stakeholders Relationship Committee (SRC) and all the Directors during the year under review and to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, the Annual Return in Form MGT-7 as on March 31, 2023, is available on Company''s website at www.mehtahousing.com.

DIRECTORS'' & KEY MANAGERIAL PERSONNEL (KMP):

During the year, following were the Directors and KMP associated with the Company:

Sr. No	DIN / PAN	Name of Director/ Key Managerial Personnel	Appointment / Resignation	Designation	Date of Appointment/ Resignation
1	00077767	Mr. Vishal Ruparel	-	Managing Director	01.04.2021
2	08702317	Mr. Anand Thakkar	-	Independent Director	01.04.2021
3	01369316	Mr. Anand Ruparel	-	Independent Director	01.04.2021
4	09121956	Mrs. Trupti Ruparel	-	Non- Executive Woman Director	01.04.2021
5	09700836	Mr. Sanjay Shah	Appointment	Independent Director	13.08.2022
6	09701166	Mrs. Jinal Shah	Appointment	Independent Director	13.08.2022
7	00077676	Mr. Pankaj Ruparel	Appointment	Non- Executive Director	13.08.2022
8	01558313	Mr. Shyam Ruparel	Appointment	Non- Executive Director	13.08.2022
9	ACYPK3950D	Mr. Ramjibhai Kanjariya	-	Chief Financial Officer (CFO)	01.04.2021
10	EDGPK7150C	Ms. Kinjal Kothari	-	Company Secretary (CS) and Compliance Officer (CO)	01.08.2021 (CO) 14.08.2021 (CS)

In accordance with the provisions of Section 152 of the Act, Mr. Pankaj Ruparel, Non-Executive Director of the Company will retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (NRC) and based on report of performance evaluation, has recommended the reappointment of Mr. Pankaj Ruparel as Director of the Company liable to retire by rotation.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. the Directors'' have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23 and of the loss of the Company for the financial year 2022-23;

d. the Directors'' have prepared the annual accounts for the financial year ended March 31, 2023 on a going concern basis;

e. the Directors'' have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f. the Directors'' have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at www.mehtahousing.com.

CODE OF CONDUCT:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, is given in the notes forming part of Financial Statements. (Note. No. 1)

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, there was no Related Party Transaction entered by the Company in terms of Section 188 of the Act.

Hence, the disclosure of related party transactions as required to be made under Section 134(3) (h) of the Act in Form AOC -2 is not applicable.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE YOUR COMPANY''S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE PERIOD:

During the year under review, no Company became or ceased to be the Company''s Subsidiary, Joint Venture or Associate Company.

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

The requirement of preparation of Consolidated Financial Statements is not applicable to the Company.

DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM THE HOLDING OR SUBSIDIARY OF A COMPANY, IN WHICH SUCH PERSON IS A MANAGING OR WHOLE TIME DIRECTOR:

This clause is not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No material orders impacting the ''going concern'' status of the Company or its operations in future were passed by the Regulators or Courts or Tribunals during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under sections 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year ended on March 31, 2023 is furnished herein below:

Conservation ofEnergy. As stated above, the Company is yet to initiate operational activities, it will take intensive efforts once the operations are initiated.

As of now, the Company uses low consumption energy equipment as and when required.

Technology Absorption: The Company has no disclosures to be made in connection with technology absorption.

Foreign Exchange Earning and Outgo. During the year, there were no foreign exchange earnings and outgo.

RISK MANAGEMENT:

The details in respect of risks and concerns are included in the Management Discussion & Analysis, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

ANNUAL EVALUATION:

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

PUBLIC DEPOSITS:

ADEQUACY OF INTERNAL CONTROL:

The Company has its basic internal financial limit commitments with its current activities and with gradually be establishing future systems of internal control commensurate with business activities and size of the Company to ensure that the financial and other records are reliable, the assets and properties are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly in the financial statements.

SECRETARIAL STANDARDS:

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

AUDITORS:

a) Statutory Auditor

M/s. Gaudani Associates, Chartered Accountants (FRN: 0117217W), was appointed as the Statutory Auditors of the Company at the 27^th Annual General Meeting to do statutory audit for a period of 5 years till the conclusion of 32^nd Annual General Meeting.

However, the Board has received a letter from M/s. Gaudani Associates, Chartered Accountants (FRN: 0117217W stating unwillingness to continue as Statutory Auditor of the Company.

In view of the same the Board at the Board Meeting held on May 29, 2023 has proposed to appoint M/s. VCA & Associates, Chartered Accountants (FRN:114414W), as a Statutory Auditor of the Company to fill the casual vacancy caused by the said resignation and further for a period of 5 years till the conclusion of 34^th Annual General Meeting to be held in year 2028 pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Company has received the requisite consent and eligibility letter from M/s. VCA & Associates, Chartered Accountants (FRN:114414W) confirming their willingness to become Statutory Auditor of the Company.

Accordingly, the Board recommends the appointment of M/s. VCA & Associates, Chartered Accountants (FRN:114414W) as Statutory Auditors of the Company for approval of the members of the Company.

The Independent Auditors'' Report for the financial year ended March 31, 2023, on the financial statements of the Company forms part of the Annual Report.

The Auditors'' Report for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark.

b) Internal Auditor

M/s. Dhankot & Co., Chartered Accountants were re-appointed as the Internal Auditor of the Company for the Financial Year 2023-24 in the Board of Directors Meeting held on August 29, 2023, as per the provisions of Section 138 of the Act read with Companies Rules, 2014.

c) Secretarial Auditor

The Secretarial Audit report for Financial Year 2022-23 forms part of this Board Report and annexed as an Annexure- II in Form MR 3.

Further, during the year under review, the Secretarial Auditor have raised observation in her report, reply for the same is given below:

â¢ The Statutory Auditor has tendered resignation vide their letter dated May 22, 2023, consequent to which the Board at its meeting held on May 29, 2023 has recommended the appointment of M/s. VCA & Associates, Chartered Accountants (FRN:114414W) for the approval of the members at the forthcoming Annual General Meeting, who is having requisite eligibility under the provisions of the Act and SEBI Listing Regulations.

DETAILS WITH RESPECT TO FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143

No matters of actual or alleged fraud have been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

COST AUDITORS:

The provisions of Section 148 of the Act are not applicable to the Company and hence the appointment of Cost Auditors is not applicable to the Company.

WHISTLE BLOWER/VIGIL MECHANISM:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on the Management Discussion and Analysis for the financial year under review is annexed herewith as an Annexure -III part of this report.

LISTING OF SHARES:

30,82,000 Equity Shares of the Company are listed on BSE Limited. The annual listing fee for the financial year 2023-24 has been paid to BSE Limited (BSE).

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("POSH Act"):

The provisions of the POSH Act are not applicable to the Company during the year under review and accordingly, it was not required to constitute Internal Complaints Committee under the said Act.

ACKNOWLEDGMENTS:

For and on behalf of the Board of Directors Mehta Housing Finance Limited

Vishal Ruparel

Chairman and Managing Director Place: Mahuva

DIN: 00077767 Date: August 29, 2023

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting 21st Annual Report of the Company along with Audited Accounts for the year ended 31st March, 2015.

* FINANCIAL RESULTS:

The Financial Results of the Company for the year ended on 31st March, 2015, as compared to the previous year are summarized below: -

(Rs. In Lacs) 31/03/2015 31/12/2013

Total Income 12.55 9.92

Profit/(Loss) before Taxation 9.37 7.44

Less: Depreciation (0.19) (0.08)

Profit/Loss before Taxation 9.18 7.36

Provision for Income Tax NIL NIL

Net Profit/Loss After Tax 9.18 7.36

Transfer to General Reserve 9.18 7.36

Proposed Dividend 0.00 00.00

The total net income of the Company during the current financial year commencing from 1st January,2014 and extended upto 31st March,2015 comprising of 15 Months which was extended in order to align with the requirements of Companies Act,2013 was Rs. 12.55 lacs against Rs. 9.92 lacs in the previous financial year comprised of 12 Months period from 1st Januar,2013 to 31st December,2013.. The total expenditure during the current financial year of fifteen months was Rs 3.37 lacs against Rs.2.57 lacs in the previous financial year of 12 months. The Profit/Loss after tax for the year under review was Rs. 9.18 lacs. The said figure during the previous year which stood at Rs.7.36 lacs was not comparable in view of extension of current financial year period extended upto 15 months to align with Company Law Requirements.. The Directors trust that the shareholders will find the performance of the company for financial year 2014 to be satisfactory. The Earning Per Share (EPS) of the company is Rs. 0.30 per share.

However, with a view to plough back the profits and to cater the growing need of funds for business operations, your Board of Directors have decided not to recommend a dividend on Equity Share for the year under review.

* BUSINESS OPERATIONS AND FUTURE OUTLOOK:

During the year under review, the company has a gross income of Rs.12.55 Lacs. The company is working out for new strategies to explore new business, for which the company will take necessary actions at appropriate opportunities. Despite a strengthening external demand, uncertainty continues to loom large on the economic, fiscal and current account horizon of some emerging economies owing to domestic fragilities.

* DIRECTOR:

Mrs. Bhavna D. Mehta (DIN-01590958), Director of the Company retires from office by rotation in accordance with the requirement of the Companies Act, 2013 and being eligible, offers herself for reappointment.

Mr. Chirag D. Mehta (DIN-00484709) was the Director of company. The Nomination and Remuneration Committee at its meeting convened on 30th April, 2015, recommended re-appointment of Mr. Chirag D. Mehta as Managing Director of Company to hold office for a term of five years commencing from 30th April, 2015 on the terms and condition more particularly mentioned in the proposed resolution. The board of directors at its meeting held on 30th April 2015 also approved the same subject to the approval of members.

* PERTICULARS OF EMPLOYEES :

The Company has no employees of the categories specified in Section 217 (2A) of the Companies Act, 1956.

* PARTICULARS OF CONSERVATION OF ENERGY ETC.:

The company has no manufacturing activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

* APPOINTMENT OF INDEPENDENT DIRECTOR:

In line with the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchange, the Company had appointed Mr. Ramnik D. Sojitra as Independent Director of the Company. As per section 149(4) of the Companies Act, 2013, every listed public company is required to have atleast one-third of total number of Directors as Independent Directors. Such Directors will be appointed for a fixed term of upto 5 (five) years and will not be liable to retire by rotation. In order to meet these requirements, the Director is appointed as an Independent Director for a fixed tenure as mentioned in the notice of forthcoming Annual General Meeting (AGM) of the Company.

The company has received a declaration confirming that they meet with the criteria of Independence from the Independent Director as prescribed under section 149(6) of Companies Act, 2013.

* RELATED PARTY TRANSACTIONS:

The company has given loans, guarantees and made investments as authorized and prescribed under law u/s 186 as well section 188 of Companies Act, 2013, the ratification/approval for which has been proposed to the shareholders in the notice of the forthcoming Annual General Meeting (AGM) and the disclosure of which has been made in the Notice of the forthcoming Annual General Meeting and notes to Financial Statements as per Accounting Standard- 18.

* CHANGE IN FINANCIAL YEAR TO ALIGN WITH THE REQUIREMENTS OF COMPANIES ACT, 2013

To comply with provisions of Companies Act, 2013 and various amendments, Modifications, Notifications and Circulars issued by MCA, related to it, the Board of Directors have decided in its meeting held on 30th April, 2015 to extend its current Financial Year commencing from 1st January 2014 and ending on 31st December, 2014 (12 months) to be extended by further 3 months upto 31st March,2015 (15 months) to comply with requirement of Section 2(41) of companies act 2013 defining the term ''Financial Year'' to mean the period ending on 31st day of March every year.

* AUDITORS:

M/s. Dinesh K. Shah & Co. Chartered Accountants, hold office till the conclusion of ensuing Annual General Meeting and having received the required certificate u/s 141(3) (g) of the Companies Act, 2013 are eligible for reappointment from the conclusion of this Annual General Meeting till the conclusion of 26th Annual General Meeting under the provisions of Section 139 and other applicable provisions and rules thereto if any, of the Companies Act, 2013. The board recommends the reappointment and requests the members to fix their remuneration. The notes on financial statement referred to in the auditor''s report are self explanatory and do not call for any further explanation/comment from the board.

* SECRETARIAL AUDIT REPORT:

Pursuant to General Circular 08/2014 under Ref.No. 1/19/2013-CL-V issued by Ministry of Corporate Affairs, it was notified that Board''s Report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/schedules/rules of the Companies Act, 1956 and that in respect of financial years commencing on or after 1st April, 2014, the provisions of the new Act shall apply. However, your company has as a good corporate practice in accordance with section 204(1) of Companies Act, 2013 annexed with its Board''s Report a secretarial audit report given by a company secretary in Practice in prescribed form.

* PUBLIC DEPOSITS:

The company does not take any deposit from public. There was no Deposits unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31st March 2015.

* CORPORATE SOCIAL RESPONSIBILITY:

The company considers CSR as part of its activity and believes that it is imperative for the growth of the country and company. Your company is not required to constitute Corporate Social Responsibility Committee of Board under Section 135(1) of Companies Act, 2013

* REPORTING ON SUSTAINABILITY:

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

* DEMATERIALISATION OF SHARES:

To provide best services to the shareholders and investors, company''s equity shares are made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

* DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:-

a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2015 and of the Profit of the Company for that year.

c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company, and for prevention and detection of fraud and other irregularities.

d) That the directors have prepared the annual accounts on an ongoing concern basis.

e) That the Directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

* LISTING:

The equity shares of the company are listed on Bombay Stock Exchange (BSE code: 511740)

The company is generally regular in payment of Annual Listing Fees. The company has paid listing fees for the year 2014-2015 to Bombay Stock Exchange.

* CORPORATE GOVERNANCE:

A detailed section on the code of Corporate Governance forms part of the Annual Report. Requisite Certificate from the Auditor of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report of Corporate Governance.

* ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company''s affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

On behalf of Board of Directors: Place: Ahmedabad Chirag D. Mehta Date: 30th April, 2015 (Managing Director)

Dec 31, 2013

The Members,

MEHTA HOUSING FINANCE LIMITED

Ahmedabad.

The Directors have pleasure in presenting Twentieth Annual Report on the business and operations of the Company along with Audited Annual Accounts for the year ended 31st DECEMBER 2013.

1. FINANCIAL RESULTS

The financial Results of the Company for the year ended on 31st DECEMBER 2013 as compared to the previous year are summarized below:

(Rs. In Lacs) (Rs. In Lacs) 31/12/2013 31/12/2012

Total Income 9.92 10.37

Profit/(Loss) before Taxation 7.36 8.48

Provision for Income Tax NIL NIL

Net Profit/Loss After Tax 7.36 8.48

Transfer to General Reserve NIL NIL

2. PERFORMANCE AND FUTURE OUTLOOK

During the year under review, the Company has a gross income of Rs. 9.92 Lacs. The company is working out for new strategies to explore new business, for which the Company will take necessary actions at appropriate opportunities. Despite a strengthening external demand, uncertainty continues to loom large on the economic, fiscal and current account horizon of some emerging economies owing to demestic fragilities.

3. DIRECTOR

One of our Directors, Mr. R. D. Sojitra, retires from office by rotation in accordance with the requirement of the Companies Act, 1956. He, however, being eligible, offers himself for reappointment.

4. PARTICULARS OF EMPLOYEES

The Company has no employee of the category specified in Section 217 (2A) of The Companies Act, 1956.

5. PARTICULARS OF CONSERVATION OF ENERGY ETC.

The Company has no activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

6. AUDITORS AND THEIR REPORT

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of this Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration.

7. PUBLIC DEPOSITS

There was no Deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31st DECEMBER 2013.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors Confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanationrelating to material departures.

(b) That accounting policies have been applied by them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st DECEMBER 2013.

(c) proper and adequate care taken by the company as per the provisions of the companies act 1956 for safeguarding the assets of the Company and for prevention and detection of fraud and financial irregularities.

(d) That the Directors have prepared the Annual Accounts on going concern basis.

9. LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company is generally regular in payment of Annual Listing Fees and the listing fees for the year 2013-14 has been duly paid.

10. CORPORATE GOVERNANCE

The company has been following the best Corporate Governance practices and benchmarking itself against each such practice on an ongoing concern basis. A seperate section on Corporate Governance and a certificate from the statutory Auditors M/s Dinesh K. Shah & Co., Chartered Accountants (Membership No.- F-010477) regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the listing agreement with the Stock Exchange forms part of this Annual Report.

11. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed section on the Management Discussion & Analysis Report forms part of the Annual Report.

12. ACKNOWLEDGMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, who have contributed to the successful management of the Company''s affairs.

The directors also express their gratitude to the support extended by Financial Institutions, Various Bankers, Central Govt. & State Govt. authorities & the Shareholders of the Company.

REGISTERED OFFICE :- FOR AND ON BEHALF OF The board of Director THE BOARD OF DIRECTORS 004, LAW GARDEN APARTMENT, SCHEME-I, OPP LAW GARDEN, ELLISBRIDGE, Sd/- AHMEDABAD-380 006. (BHAVNA D.MEHTA) CHAIRPERSON

DATE :30th April 2014 PLACE : AHMEDABAD.

Dec 31, 2012

To , The Members of MEHTA HOUSING FINANCE LIMITED Ahmedabad.

The Directors have pleasure in presenting Nineteenth Annual Report of the Company along with Audited Annual Accounts for year ended 31ST DECEMBER 2012.

1. FINANCIAL RESULTS

The financial Results of the Company for the year ended on 31ST DECEMBER 2012 as compared to the previous year are summarized below:

(Rs. In Lacs) (Rs. In Lacs) 31/12/2012 31/12/2011

Total Income 10.37 10.48

Profit/(Loss) before Taxation 8.48 8.19

Provision for Income Tax NIL NIL

Net Profit/Loss After Tax 8.48 8.19

Transfer to General Reserve NIL NIL

2. PERFORMANCE AND FUTURE OUTLOOK

Company is making investments in stock market, the stock market looks promising over the long run as the Indian economy has good growth prospects.

During the year under review, the Company has a gross income of Rs. 10.37 Lacs. The company is working out for new strategies to explore new business, for which the Company will take necessary actions at appropriate opportunities.

3. DIRECTOR

One of your Directors viz. Mr. Chirag D. Mehta, retires from office by rotation in accordance with the requirement of the Companies Act, 1956. He, however, being eligible, offers himself for reappointment. Mrs. Indira Mehta was appointed as an Additional Director and as Non Executive Director with effect from 19th September, 2012. Mr. Ramniklal Sojitra was also appointed as an Additional Director and as Non Executive Director with effect from 1st February, 2010.

4. PARTICULARS OF EMPLOYEES

The Company has no employee of the category specified in Section 217 (2A) of The Companies Act, 1956.

5. PARTICULARS OF CONSERVATION OF ENERGY ETC.

The Company has no activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

6. AUDITORS AND THEIR REPORT

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration.

7. PUBLIC DEPOSITS

There was no Deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31ST DECEMBER 2012.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors Confirm:

(a) That in preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation.

(b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31ST DECEMBER 2012.

(c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31ST DECEMBER 2012 in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

(d) That the Directors have prepared the Annual Accounts on an ongoing basis.

9. LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company is generally regular in payment of Annual Listing Fees.

10. CORPORATE GOVERNANCE

A detailed section on the code of Corporate Governance forms part of the Annual Report.

11. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed section on the Management Discussion & Analysis Report forms part of the Annual Report.

12. ACKNOWLEDGMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, who have contributed to the successful management of the Company''s affairs.

The directors also express their gratitude to the support extended by Financial Institutions, Various Bankers, Central Govt. & State Govt. authorities & the Shareholders of the Company.

FOR AND ON BEHALF OF

REGISTERED OFFICE :- THE BOARD OF DIRECTORS

004, LAW GARDEN APARTMENT,

SCHEME-I, OPP. LAW GARDEN,

ELLISBRIDGE, Sd/-

AHMEDABAD-380 006. (BHAVNA D.MEHTA)

DATE :29th April 2013

PLACE : AHMEDABAD.

Dec 31, 2011

To, The Members of MEHTA HOUSING FINANCE LIMITED Ahmedabad.

The Directors have pleasure in presenting 18th Annual Report of the Company along with Audited Accounts for year ended 31st DECEMBER 2011.

1. FINANCIAL RESULTS

The financial Results of the Company for the year ended on 31st DECEMBER 2011 as compared to the previous year are summarized below:

(Rs. In Lacs) (Rs. In Lacs) 31/12/2011 31/12/2010

Total Income 10.48 12.07

Profit/(Loss) before Taxation 8.19 4.91

Provision for Income Tax NIL NIL

Net Profit/Loss After Tax 8.19 4.91

Transfer to General Reserve NIL NIL

2. PERFORMANCE AND FUTURE OUTLOOK

Company is making investments in stock market, the stock market looks promissing over the long run as the Indian economy has good growth prospects. .

During the year under review, the Company has a gross income of Rs. 10.48 Lacs. The company is working out for new strategies to explore new business, for which the Company will take necessary actions at appropriate opportunities.

3. DIRECTOR

One of our Directors viz. Mr. Anil P. Parekh, retires from office by rotation in accordance with the requirement of The Companies Act, 1956. He, however, being eligible, offers himself for reappointment.

4. PARTICULARS OF EMPLOYEES

The Company has no employee of the category specified in Section 217 (2A) of The Companies Act, 1956.

5. PARTICULARS OF CONSERVATION OF ENERGY ETC.

The Company has no activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

6. AUDITORS AND THEIR REPORT

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration.

7. PUBLIC DEPOSITS

There was no Deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31st DECEMBER 2011.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Our Directors Confirm:

(a) That in preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation.

(b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st DECEMBER 2011.

(c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st DECEMBER 2011 in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

(d) That the Directors have prepared the Annual Accounts on an ongoing basis.

9. LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company is generally regular in payment of Annual Listing Fees.

10. CORPORATE GOVERNANCE

A detailed section on the code of Corporate Governance forms part of the Annual Report.

11. ACKNOWLEDGMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, who have contributed to the successful management of the Company's affairs.

The directors also express their gratitude to the support extended by Financial Institutions, Various Bankers, Central Govt. & State Govt. authorities & the Shareholders of the Company.

REGISTERED OFFICE FOR AND ON BEHALF OF THE

004, LAW GARDEN APARTMENT, BOARD OF DIRECTORS

SCHEME-I, OPP. LAW GARDEN,

ELLISBRIDGE,

AHMEDABAD-380 006. Sd/-

(VISHWESH D. MEHTA)

Date: 29th April 2012

Place: Ahmedabad

Dec 31, 2010

The Directors have pleasure in presenting 17th Annual Report of the Company along with Audited Accounts for year ended 31st DECEMBER 2010.

1. FINANCIAL RESULTS

The financial Results of the Company for the year ended on 31st DECEMBER 2010 as compared to the previous year are summarized below:

(Rs. In Lacs) (Rs. In Lacs) 31/12/2010 31/12/2009

Total Income 12.07 10.83

Profit/(Loss) before Taxation 4.91 6.27

Provision for Income Tax NIL NIL

Net Profit/Loss After Tax 4.91 6.27

Transfer to General Reserve NIL NIL

2. PERFORMANCE AND FUTURE OUTLOOK

Company is making investments in stock market, the stock market looks promising over the long run as the Indian economy has good growth prospects. .

During the year under review, the Company has a gross income of Rs. 12.07 Lacs. The company is working out for new strategies to explore new business, for which the Company will take necessary actions at appropriate opportunities.

3. DIRECTOR

One of our Directors viz. Mr. Anil P. Parekh, retires from office by rotation in accordance with the requirement of The Companies Act, 1956. He, however, being eligible, offers himself for reappointment.

4. PARTICULARS OF EMPLOYEES

The Company has no employee of the category specified in Section 217 (2A) of The Companies Act, 1956.

5. PARTICULARS OF CONSERVATION OF ENERGY ETC.

The Company has no activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

6. AUDITORS AND THEIR REPORT

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration.

7. PUBLIC DEPOSITS

There was no Deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31st DECEMBER 2010.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Our Directors Confirm:

(a) That in preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation.

(b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st DECEMBER 2010.

(c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st DECEMBER 2010 in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

(d) That the Directors have prepared the Annual Accounts on an ongoing basis.

9. LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company is generally regular in payment of Annual Listing Fees.

10. CORPORATE GOVERNANCE

A detailed section on the code of Corporate Governance forms part of the Annual Report.

11. ACKNOWLEDGMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, who have contributed to the successful management of the Company''s affairs.

The directors also express their gratitude to the support extended by Financial Institutions, Various Bankers, Central Govt. & State Govt. authorities & the Shareholders of the Company.

REGISTERED OFFICE :- FOR and on behalf of

004, LAW GARDEN APARTMENT, THE BOARD OF DIRECTORS

SCHEME-I, OPP. LAW GARDEN,

ELLISBRIDGE, Sd/

AHMEDABAD-380 006.

(VISHWESH MEHTA)

DIRECTOR

DATE :29th April 2011

PLACE : AHMEDABAD.

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